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VICI Properties appoints John M. Sullivan to board

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8-K

Rhea-AI Filing Summary

VICI Properties Inc. (VICI) reported that John M. Sullivan has been appointed to its Board of Directors as an independent director, effective upon satisfaction of required regulatory approvals, following his announcement on September 8, 2026 and appointment date of September 4, 2026. Once effective, his addition is expected to increase the Board size to eight directors, and he will serve on the Compensation Committee and the Nominating and Governance Committee, receiving the Company’s standard director compensation and indemnification agreement. Sullivan brings more than 25 years of leadership experience at Cadillac Fairview and currently serves on the boards of Colliers International and EQ Bank, as well as the Board of Trustees of The Hospital for Sick Children in Toronto.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board size after appointment 8 directors Board size is expected to increase to eight once John M. Sullivan’s appointment is effective
Date of Board appointment September 4, 2026 John M. Sullivan appointed to the Board as an independent director
Announcement date September 8, 2026 Company announced Sullivan’s appointment and issued related press release
Experiential assets owned 103 assets VICI’s portfolio across the United States and Canada
Gaming properties 63 properties Number of gaming properties within VICI’s experiential portfolio
Other experiential properties 40 properties Non-gaming experiential properties owned by VICI
Total portfolio size Approximately 130 million square feet Aggregate area of VICI’s experiential real estate portfolio
Hotel rooms Approximately 66,000 rooms Hotel room count across VICI’s portfolio
independent director regulatory
"appointed to the Company’s Board of Directors as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
experiential real estate investment trust financial
"VICI Properties Inc. ... an experiential real estate investment trust"
triple-net lease financial
"under long-term, triple-net lease agreements"
A triple-net lease is a rental agreement where the tenant pays the base rent plus the property's operating expenses—typically taxes, insurance, and maintenance—so the landlord receives mostly a steady, predictable cash payment. For investors, it matters because it can act like a low-maintenance, bond-like income stream with clearer expense exposure, but returns depend on the tenant’s financial strength and long-term ability to cover those extra costs.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
capital allocation financial
"deep knowledge of real estate investment, capital allocation, business development"
Capital allocation is the process of deciding how a company or individual uses their money to grow, pay bills, save, or invest. It matters because good decisions can help build wealth and ensure resources are used wisely, while poor choices can limit growth or cause financial problems. Think of it like managing your allowance—deciding whether to spend, save, or invest to meet your goals.

FAQ

What board change did VICI (VICI) announce on September 8, 2026?

VICI announced that John M. Sullivan has been appointed as an independent director to its Board, effective upon receipt of all required regulatory approvals, and that his appointment is expected to increase the Board size to eight directors once effective.

When was John M. Sullivan appointed to VICI’s Board of Directors?

John M. Sullivan was appointed to VICI’s Board of Directors on September 4, 2026, with the appointment announced on September 8, 2026. The appointment is subject to and effective upon receipt of all applicable regulatory approvals.

Which VICI Board committees will John M. Sullivan join?

Upon joining the Board, John M. Sullivan will serve on VICI’s Compensation Committee and its Nominating and Governance Committee, in line with his role as an independent director.

What prior experience does John M. Sullivan bring to VICI (VICI)?

John M. Sullivan served as President and CEO of Cadillac Fairview from January 2011 until October 2023, following more than 25 years there in senior roles. He has also held executive positions at Brookfield Properties, Marathon Realty and First Quebec Corporation.

What other boards does John M. Sullivan serve on aside from VICI (VICI)?

John M. Sullivan serves on the Board of Directors of Colliers International and EQ Bank (Equitable Bank), and on the Board of Trustees of The Hospital for Sick Children (SickKids) in Toronto, which he joined in 2016.

How large is VICI Properties Inc.’s experiential real estate portfolio?

VICI owns 103 experiential assets, including 63 gaming properties and 40 other experiential properties, totaling about 130 million square feet with approximately 66,000 hotel rooms and over 700 restaurants, bars, nightclubs and sportsbooks across the U.S. and Canada.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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00017056960001920791false00017056962026-09-042026-09-040001705696vici:VICIPropertiesLPMember2026-09-042026-09-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 __________________________________________________
FORM 8-K
__________________________________________________
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 4, 2026
__________________________________________________
VICI Properties Inc.
VICI Properties L.P.
(Exact Name of Registrant as Specified in its Charter)
__________________________________________________
Maryland (VICI Properties Inc.)
001-3837281-4177147
Delaware (VICI Properties L.P.)
333-264352-0135-2576503
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
535 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 949-4631
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par value
VICI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
VICI Properties Inc.Emerging growth company
VICI Properties L.P.Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
VICI Properties Inc.
VICI Properties L.P.



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 8, 2026, VICI Properties Inc. (the “Company”) announced that John M. Sullivan has been appointed to the Company’s Board of Directors (the “Board”) as an independent director on September 4, 2026, subject to and effective upon the satisfaction of certain conditions, including receipt of all applicable regulatory approvals. Once effective, Mr. Sullivan’s appointment is expected to increase the size of the Board to eight directors. Upon joining the Board, Mr. Sullivan will serve on the Board’s Compensation Committee and Nominating and Governance Committee. Mr. Sullivan will be compensated in accordance with the Company’s standard compensation policies and practices for the Board. In addition, the Company will enter into its standard form indemnification agreement with Mr. Sullivan. There are no transactions between the Company and Mr. Sullivan that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Sullivan and any other persons pursuant to which he was selected as director of the Company.

Mr. Sullivan served as President and Chief Executive Officer of Cadillac Fairview Corporation Limited (“Cadillac Fairview”), one of North America's leading owners, operators and developers of high-quality retail and mixed-use real estate, from January 2011 until his retirement in October 2023 and in multiple prior roles at Cadillac Fairview dating back to 1998. Mr. Sullivan currently serves on the Board of Directors of Colliers International (TSX: CIGI) since January 2024 and the Board of Directors of EQ Bank (Equitable Bank) (TSX: EQB) since April 2026. Mr. Sullivan holds a Bachelor of Science in Civil Engineering from Concordia University and an MBA from McGill University.

On September 8, 2026, the Company issued a press release announcing the appointment of Mr. Sullivan to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)     Exhibits
Exhibit
No.
Description
99.1
Press Release, dated September 8, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICI PROPERTIES INC.
Date: September 8, 2026By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Executive Vice President, General Counsel and Secretary
VICI PROPERTIES L.P.
Date: September 8, 2026By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Secretary

        Exhibit 99.1    

image.jpg

VICI PROPERTIES INC. TO APPOINT JOHN M. SULLIVAN AS INDEPENDENT DIRECTOR
NEW YORK, NEW YORK September 8, 2026 VICI Properties Inc. (NYSE: VICI) (“VICI Properties,” “VICI” or the “Company”), an experiential real estate investment trust, today announced that John M. Sullivan has been appointed to the Company’s Board of Directors (the “Board”) as an independent director, subject to and effective upon receipt of all applicable regulatory approvals. Once effective, Mr. Sullivan’s appointment is expected to increase the size of the Board to eight directors. Upon joining the Board, Mr. Sullivan will serve on the Board’s Compensation Committee and Nominating and Governance Committee.
Mr. Sullivan served as President and Chief Executive Officer of Cadillac Fairview Corporation Limited (“Cadillac Fairview”), one of North America’s leading owners, operators and developers of high-quality retail and mixed-use real estate, from January 2011 until his retirement in October 2023. Over a tenure of more than 25 years with Cadillac Fairview, he held a range of senior development and asset management roles and earlier in his career held executive leadership positions at Brookfield Properties, Marathon Realty Company Limited and First Quebec Corporation. Mr. Sullivan currently serves on the Board of Directors of Colliers International (TSX: CIGI) and the Board of Directors of EQ Bank (Equitable Bank) (TSX: EQB). Mr. Sullivan also serves on the Board of Trustees of The Hospital for Sick Children (SickKids) in Toronto, which he joined in 2016. He holds a Bachelor of Science in Civil Engineering from Concordia University and an MBA from McGill University.
“John will be an excellent addition to VICI’s Board of Directors,” said Jim Abrahamson, Chair of the Board. “His extensive leadership experience – including more than a decade leading Cadillac Fairview – and deep knowledge of real estate investment, capital allocation, business development and asset management will greatly contribute to VICI’s strategic planning and execution. On behalf of the Board, we look forward to welcoming John as his presence will further complement our Board’s existing breadth and depth of experience and expertise.”
“We are delighted to welcome John to our Board,” said Edward Pitoniak, Chief Executive Officer of the Company. “In addition to his extensive real estate investment background, John brings significant public company board experience. His contribution and perspective will be a great benefit to VICI as we continue to pursue our relationship-based focus on generating attractive, durable return for our shareholders.”
About VICI Properties
VICI Properties Inc. is an S&P 500® experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality, wellness, entertainment and leisure destinations, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties owns 103 experiential assets across a geographically diverse portfolio consisting of 63 gaming properties and 40 other experiential properties across the United States and Canada. The portfolio is comprised of approximately 130 million square feet and features approximately 66,000 hotel rooms and over 700 restaurants, bars, nightclubs and sportsbooks. Its properties are occupied by industry-leading gaming, leisure and hospitality operators under long-term, triple-net lease agreements. VICI Properties has a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Cabot, Cain, Canyon Ranch, Chelsea Piers, Club Med, Great Wolf Resorts, Homefield, Kalahari Resorts and Lucky Strike Entertainment. VICI Properties also owns four championship golf courses and approximately 33



acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties’ goal is to create the highest quality and most productive experiential real estate portfolio through a strategy of partnering with the highest quality experiential place makers and operators. For additional information, please visit www.viciproperties.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” “will,” and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the Company’s control and could materially affect VICI’s actual results, performance, achievements, or VICI’s ability to achieve the contemplated benefits. Other important risk factors that may affect the Company’s business, results of operations and financial position are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Investor Contacts:
Investors@viciproperties.com
(646) 949-4631

Or

David Kieske
EVP, Chief Financial Officer
DKieske@viciproperties.com

Moira McCloskey
SVP, Capital Markets
MMcCloskey@viciproperties.com

Samantha Gallagher
EVP, General Counsel and Secretary
SGallagher@viciproperties.com

LinkedIn:
www.linkedin.com/company/vici-properties-inc
Press Release Category: Corporate Governance

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